Further details on the Terms of Reference of the Committees and the NEDs can be accessed here.

Corporate governance

The Board meets physically seven times a year and conducts meetings remotely five times a year. The Board receives a full reporting pack once a quarter which details Group and entity-trading performance and contains individual reports from each of the Executive Directors and the entity Managing Directors. It is the Board’s responsibility to formulate, review and approve the Group’s strategy, budgets and major items of expenditure.

Board Committees

The Board has established three committees, the Audit, Nominations and Remuneration Committees, each having written terms of reference.

Attendance at Board and committee meetings

Board meetings are scheduled in advance for each calendar year. The scheduled Board meetings and attendance during the 7 months (from listing) ended 31 December 2016 were as follows:

  Board Meetings Audit Remuneration Nomination
Andrew Herbert (Chairman) 5 2 1 1
Mike Ashley 5 2 1 1
Stephen Fenby 5     1
Anthony Bailey 5      

Audit Committee

The Audit Committee consists of the two Non-executive Directors and is scheduled to meet at least three times a year. Andrew Herbert is the Chairman of the Audit Committee having a relevant background. The current terms of reference of the Audit Committee were published in May 2016.

The main roles of the Audit Committee are:

  • To monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports and trading updates;
  • To review and challenge where necessary the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the Company/Group;
  • To keep under review the effectiveness of the Company’s internal controls and risk management systems; and
  • To consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor

Nominations Committee

The Nominations Committee consists of the two Non-executive Directors and the Managing Director and is scheduled to meet at least once a year. Andrew Herbert is the Chairman of the Nominations Committee. The current terms of reference of the Nominations Committee were published in May 2016.

The main roles of the Nominations Committee are:

  • To lead the process for Board appointments and make recommendations to the Board;
  • Evaluate the structure, size and composition (including the balance of skills, knowledge and experience);
  • Keep under review the leadership needs of the organisation, both Executive and Non-executive; and
  • Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.

Remuneration Committee

The Remuneration Committee consists of the two Non-executive Directors and is scheduled to meet at least twice a year. Mike Ashley is the Chairman. The current terms of reference of the Remuneration Committee were published in May 2016.

The main roles of the Remuneration Committee are:

  • To determine the framework and broad policy for setting remuneration for the Chief Executive and all Executive Directors;
  • To recommend and monitor the level and structure of remuneration for senior management;
  • To review the establishment of all share incentive plans for approval by the Board and shareholders and determine each year whether awards will be made, and if so, the overall amount of such awards and the individual awards per person to Executive Directors and other senior management; and
  • To produce an Annual Report on the Company’s remuneration policy.